The original Complaint charges that FormFactor and certain of its officers and directors violated federal securities laws by issuing materially false and misleading statements regarding FormFactor's business and financial results. Specifically, during the Class Period, the defendants concealed the following facts: (i) the Company failed to properly account for its obsolete inventory; and (ii) the Company was experiencing production constraints related to its new Harmony product which would significantly increase its costs and expenses in order to accelerate its production capabilities. Furthermore, the production constraints would significantly raise the risk that customers with older generation products would seek alternative sources, such as the Company's competitors, or seek to renegotiate their contracts with FormFactor placing serious pressure on the Company's future revenue.
The complaint further alleges that on October 24, 2007, after the market closed, the Company announced that adjustments to inventory valuations may be required with respect to periods prior to the third quarter of 2007. On this news, FormFactor's stock declined $7.70 per share to close at $35.54 per share, a one-day decline of nearly 20%. During the Class Period, FormFactor traded as high as $49.45 per share on August 30, 2006.
According to the Company’s Form 10-Q for the quarterly period ended September 26, 2009, on October 31, 2007, a plaintiff filed a purported stockholder class action in the United States District Court for the Northern District of California in which the Company and certain of its then officers, including one former officer who was a director at the time of filing, are named as defendants under the caption “Danny McCasland, Individually and on Behalf of All Others Similarly Situated v. FormFactor, Inc., Igor Y. Khandros, Ronald C. Foster and Richard M. Freeman.” Subsequently, plaintiffs filed two other purported stockholder class actions in the United States District Court for the Northern District of California under the captions “Yuk Ling Lui, on Behalf of Herself and All Others Similarly Situated v. FormFactor, Inc., Igor Y. Khandros, Ronald C. Foster and Richard M. Freeman,” and “Victor Albertazzi, Individually and on Behalf of All Others Similarly Situated v. FormFactor, Inc., Igor Y. Khandros, Ronald C. Foster and Richard M. Freeman.” The three actions have been consolidated. The plaintiffs filed these actions following the Company’s restatement of its financial statements for the fiscal year ended December 30, 2006, for each of the fiscal quarters for that year, and for the fiscal quarters ended March 31 and June 30, 2007. In April 2008, the designated lead plaintiffs filed a Consolidated Amended Complaint. The plaintiffs claimed violations of Sections 10(b) and 20(a), and Rule 10b-5 of the Securities Exchange Act of 1934, alleging that the defendants knowingly issued materially false and misleading statements regarding the Company’s business and financial results prior to the restatements. On July 25, 2008, the court granted the defendants’ motion to dismiss the Consolidated Amended Complaint with leave to amend. On August 22, 2008 the designated lead plaintiffs filed a Second Amended Complaint. The Second Amended Complaint also alleged violations of Sections 10(b) and 20(a), and Rule 10b-5 of the Securities Exchange Act of 1934. The plaintiffs again claimed that defendants knowingly issued materially false and misleading statements regarding the Company’s business and financial results prior to the restatement, as well as regarding the development of the Harmony product line. Plaintiffs sought to recover unspecified monetary damages, equitable relief and attorneys’ fees and costs. Defendants filed a motion to dismiss the Second Amended Complaint on October 6, 2008, and a hearing on the motion was held on February 6, 2009. On July 14, 2009, the court issued a ruling granting the Company’s and the other defendants’ motion to dismiss the second amended complaint without leave to amend. On July 28, 2009, plaintiffs filed a Motion to Alter or Amend the Judgment and to Uphold a Revised, Narrowed Second Amended Complaint. The revised complaint does not contain the accounting and restatement allegations that were included in the Second Amended Complaint but asks the Court to uphold only the Harmony-related allegations. On September 14, 2009, the court issued a ruling denying plaintiffs’ Motion to Alter or Amend the Judgment and to Uphold a Revised, Narrowed Second Amended Complaint. Plaintiffs appealed to the Court of Appeals for the Ninth Circuit the Judgment dismissing the case and the Court’s ruling denying their Motion to Alter or Amend the Judgment.
On February 4, 2010, the Court entered the Mandate from the U.S. Court of Appeal. The appeal was dismissed.